<PAGE>

                                                                  Exhibit 10.87


                          [CONFIDENTIAL TREATMENT REQUESTED]

[Certain confidential information has been omitted from the Agreement and filed
separately with the Securities and Exchange Commission pursuant to a request by
Registrant for confidential treatment pursuant to Rule 24b-2.  The omitted
confidential information has been identified by the following statement:
"CONFIDENTIAL TREATMENT REQUESTED".]


                              ROYALTY PROJECTS AGREEMENT


This Agreement is entered into as of January 4, 1995 by and between CIBA CORNING
DIAGNOSTICS CORP., a Delaware corporation having its principal place of business
at 63 North Street, Medfield, MA 02052 U.S.A. (hereinafter "CCD"), and CIBA-
GEIGY Limited, a Swiss corporation having its principal place of business at
Klybeckstrasse 141, CH-4002 Basel, Switzerland (hereinafter Ciba).

WHEREAS, Ciba's Corporate Research Units ("CRU") conduct research projects
determined to have strategic benefit to Ciba;

WHEREAS, CCD wishes to evaluate such projects in order to identify whether they
have strategic potential for its own business in Diagnostics (as such term is
defined in Article 1.3 of this Agreement) and to obtain rights to exploit
results of such projects against compensation to Ciba in the form of royalties
and/or fees;

WHEREAS, Ciba is willing to make available results of certain projects for
exploitation in the field of Diagnostics by CCD against compensation in the form
of royalties and/or fees, under certain general conditions and project-specific
agreements, such projects being referred to herein as "Royalty Projects";

NOW, THEREFORE, in consideration of the premises and covenants, terms and
conditions set forth herein, Ciba and CCD agree as follows:

1.  SCOPE OF THE AGREEMENT; DEFINITIONS

    1.1  This Agreement governs the general procedures and terms to be applied
         for Royalty Projects to be conducted by CRU for use by CCD in 
         Diagnostics upon mutual agreement by the two parties from time to time.

    1.2  Projects started prior to January 4, 1995 and agreed by the parties
         during the Steering Committee Meeting of April 27, 1995 to be continued
         shall be considered Royalty Projects.  These projects and their 
         agreed-upon specific terms are described in Attachments A and B to this


<PAGE>

         Agreement.  Costs incurred by Ciba for such Royalty Projects prior to
         January 4, 1995 shall be considered as having been remunerated by the
         acquisition of CCD by Chiron Corporation.

    1.3  As used in this Agreement

         (a)  "Affiliate(s)" shall mean a corporation or any other business
              entity, in whatever country organized, which, directly or
              indirectly, controls, is controlled by or is under common control
              with Ciba or CCD, as the case may be.  For this purpose, control
              shall mean the ownership of 50% or more of the issued share
              capital or the legal power to direct or cause the direction of the
              general management and policies of the party in question.  In the
              case of CCD, "Affiliates" shall also include Ciba Corning
              Diagnostics de Mexico S.A., so long as CCD continues to own at
              least 49% of the voting stock of that corporation.

         (b)  "CCD License Option" shall have the meaning specified in Article
              4.4 hereof.

         (c)  "Designated Country" means Germany, France, Italy, the United
              Kingdom of Great Britain and Northern Ireland, Japan or the
              United States of America.

         (d)  "Diagnostics" shall mean the development, manufacture, use and
              sale of processes, materials, supplies and equipment for the
              diagnosis of human and veterinary health.

         (e)  "License Maintenance Fee" means the fee payable by CCD in
              accordance with Article 5.6.

         (f)  "Licensed Patents" means any and all letters patent, by whatever
              country issued, now or hereafter issued to Ciba and licensed to
              CCD in accordance with the provisions of this Agreement.


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<PAGE>

         (g)  "Net Sales" shall mean the gross sales of Royalty Products by 
               CCD, its Affiliates or sublicensees to third parties, less 
               trade, cash or volume discounts, returns and allowances, 
               charges for freight handling and transportation, sales and use 
               taxes and other similar taxes incurred, and royalties payable 
               by CCD or such Affiliate or sublicensee to third parties with 
               respect to such products, as determined in accordance with 
               CCD's standard accounting methods and recognized accounting 
               principles.  Where a Royalty Product is sold in combination 
               with a product which is not a Royalty Product, Net Sales shall 
               include only the revenues allocable to the Royalty Product as 
               determined in accordance with CCD's standard accounting 
               methods and recognized accounting principles.  Where a product 
               consists of a combination of different groups of components, 
               each used for the measurement of a different analyte, the 
               components for measurement of each particular analyte shall be 
               considered as a separate product in determining whether such 
               components constitute a Royalty Product, and the revenue 
               attributable to such a group of components shall be determined 
               by dividing the revenue for the entire product by the number 
               of different analytes which can be measured thereby.  Where a 
               Royalty Product is used by CCD or one of its Affiliates or 
               sublicensees to provide a service to a third party, the Net 
               Sales attributable to such Royalty Product shall be determined 
               based on the amount that would have been charged for sale of a 
               similar volume of such Royalty Product to a non-affiliated 
               third party in an arms'-length transaction.

         (h)  "Royalty Product" shall mean either a "Patent-Protected Royalty 
               Product" or an "Unprotected Royalty Product."  
               "Patent-Protected Royalty Product" shall mean a product the 
               sale or use of which is covered by a valid claim of an 
               unexpired Licensed Patent.  "Unprotected Royalty Product" 
               means a product the sale or use of which would be covered by a 
               valid claim of an


                                          3
<PAGE>
               unexpired Licensed Patent if such product were sold or used in a
               Designated Country, but which is not covered by a valid 
               claim of a Licensed Patent in the country in which such 
               product is actually sold or in the country in which such 
               product is actually used.

         (i)  "Strategic Exit Fee" shall mean, as to any Royalty Project, the 
               amount specified in Attachment B hereto as the fee to be paid 
               to Ciba by CCD if CCD, after exercising the CCD License Option 
               with respect to such Royalty Project, abandons development of 
               the technology resulting from such Royalty Project prior to 
               commercial launch of a product incorporating such technology, 
               for reasons other than lack of technical success.

         (j)  "Technical Exit Fee" shall mean, as to any Royalty Project, the 
               amount specified in   Attachment B hereto as the fee to be 
               paid to Ciba by CCD if CCD, after exercising the CCD License 
               Option with respect to such Royalty Project, abandons 
               development of the technology resulting from such Royalty 
               Project prior to commercial launch of a product incorporating 
               such technology, due to lack of technical success in such 
               development.

         (k)  "Technology Delivery Date" shall have the meaning specified in 
               Article 5.1 hereof.

         (l)  "Technology Transfer Criteria" shall mean, as to any Royalty 
               Project, the technical criteria specified in Attachment A 
               hereto to be satisfied through Ciba's research program prior 
               to transfer of the technology resulting from such Royalty 
               Project to CCD for further development into commercial 
               products.

         (m)  "Technology Transfer Date" shall mean, as to any Royalty 
               Project, the date established as such pursuant to Article 5.2 
               hereof.


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<PAGE>

2.  IDENTIFICATION OF ROYALTY PROJECTS

    2.1  Ciba shall inform CCD periodically (at least once a year) in the form
         of an overview (in writing) about CRU projects and technology possibly
         of strategic interest to CCD.

    2.2  CCD likewise shall inform Ciba periodically (at least once a year,
         preferably during the project management meetings provided for in
         Article 3.2 hereof) in the form of an overview (in writing) about its
         projects, technology, and technical problems which CCD considers
         possibly relevant for CRU projects and of interest to Ciba.

    2.3  In order to understand each other's positions, the parties shall meet
         to discuss the projects contained in the overviews and to exchange
         opinions on technology of mutual interest.  In preparation for such
         meetings, documentation and data in sufficient detail shall be
         exchanged at least three weeks before the meetings.  Minutes,
         including recommendations regarding Royalty Projects, shall be written
         and approved by the parties within three weeks after the meetings.

    2.4  If a CRU project is of interest to CCD and Ciba is willing to consider
         CCD's objectives to be included into the framework of such project,
         the parties shall negotiate in good faith with respect to the terms on
         which such project could become a Royalty Project under this
         Agreement.  In such cases, the parties shall endeavor to agree within
         three months on the specific details for such project to be included
         in Attachments A and B. The specific details shall include: research
         objectives, scope of applications, expected Technology Transfer Date,
         present status and technical milestones, project management structure,
         Technology Transfer Criteria, intellectual property of each party to
         be made available for use in the Royalty Project and third party
         intellectual property to be acquired (to the extent need for such
         intellectual property is known to either part), amounts of the
         Strategic Exit Fee and the Technical Exit Fee and the royalty rates
         applicable to products resulting from such Royalty Project.


                                          5

<PAGE>

    2.5  In case Ciba is not willing to consider a project to become a Royalty
         Project, CCD may propose such project to become a Project under the
         CRU Research-Funding Agreement of even date herewith.

    2.6  Both parties shall inform each other in writing, as promptly as may be
         reasonably practicable, on projects and technologies of potential
         mutual interest outside of the periodic information procedure provided
         for in Articles 2.1 through 2.3, in order not to lose time for the
         exploitation of the potential of such projects and technologies.

3.  PROJECT MANAGEMENT

    3.1  Ciba shall perform its research work for Royalty Projects in such a
         manner as to give due consideration to CCD's interests.

    3.2  Ciba shall inform CCD periodically (at least twice a year) during
         project management meetings on the progress and status of the Royalty
         Projects.  Ciba shall also inform CCD in writing, without delay, about
         changes needed in Royalty Projects which may be necessary due to
         scientific reasons or other unexpected circumstances.  The parties
         shall discuss and agree on any changes needed in Attachment A during
         the course of the Royalty Projects.

    3.3  Ciba shall inform CCD in writing as promptly as is practicable about
         contemplated strategic redirection of Ciba's interest in such projects
         which may have an impact on CCD's interest in having a project remain
         a Royalty Project as well as about the contemplated termination of a
         Royalty Project.  Work for CCD's purposes under a Royalty Project
         shall continue, however, for at least six (6) months after Ciba has
         decided and informed CCD in writing of such decision to redirect or
         terminate such project.

    3.4  In cases where a Royalty Project has been redirected by Ciba, CCD
         shall have the option either to terminate such a project as a Royalty
         Project or to propose amendments to Attachments A and B for such


                                          6

 <PAGE>

         redirected project to continue as a Royalty Project.  The parties
         shall negotiate in good faith with respect to any such proposed
         amendments and shall endeavor to reach agreement thereon within three
         (3) months.  If the parties are unable to reach agreement on such
         amendments, such project shall terminate as a Royalty Project at the
         end of the six-month period specified in Article 3.3.

    3.5  CCD shall inform Ciba in writing as promptly as is practicable if CCD
         wishes at any time to terminate a Royalty Project.

    3.6  CCD may request a re-direction of a Royalty Project.  In such cases
         the parties will negotiate in good faith revised Attachments A and B
         with respect to such Royalty Project.  Unless new terms shall be
         negotiated within three (3) months, the Royalty Project in question
         shall be terminated.

    3.7  In case Ciba's work on a Royalty Project is terminated before the
         Technology Transfer Date, CCD - at its option - may request to acquire
         rights to the technology and know-how so far developed by Ciba for use
         in Diagnostics.  In such a case the parties will negotiate in good
         faith the terms for such grant of rights, taking into account (a) the
         original terms of this Agreement applicable to such Royalty Project
         upon completion by Ciba of all work necessary to satisfy the
         Technology Transfer Criteria and (b) an appropriate reduction of CCD's
         cost to take into account the stage of completion of such Royalty
         Project at the time of termination of Ciba's work and the work
         remaining to satisfy the Technology Transfer Criteria. CCD may
         thereafter complete the project by itself or propose a project under
         the CRU Research Funding Agreement. Ciba shall not unreasonably refuse
         to continue technical support for a terminated Royalty Project on a
         funded basis under the CRU Research Funding Agreement for such period
         as may be reasonably necessary for CCD to develop internal resources
         to take over such work.


                                          7

<PAGE>

4.  TREATMENT OF INTELLECTUAL PROPERTY RIGHTS

    4.1  Any and all intellectual property, including, but not limited to,
         patents, trade secrets and copyrights, that has been, is or will be
         generated, developed or created by Ciba within the scope of Royalty
         Projects shall be the property of Ciba, provided that any invention
         made jointly by one or more employees of Ciba and one or more
         employees of CCD shall be the joint property of Ciba and CCD.

    4.2  Subject to any licenses granted under Article 3.7 or Article 4.4, Ciba
         shall be free to exploit any and all intellectual property as
         described under Article 4.1 for its own businesses.

    4.3  Intellectual property rights, whether protected by patent or not, that
         are now or hereafter jointly owned by CCD and Ciba shall be freely
         used by either co-owner, unless the parties hereafter agree that one
         party's rights to a specified invention shall be exclusive in a
         specified field or fields.  Royalties and license fees received by
         either party from the licensing of jointly-owned patents to third
         parties shall be shared equally between the parties.

    4.4  Ciba grants CCD an option for a license (the "CCD License Option") to
         all Ciba intellectual property, whether patented or not, which shall
         be granted for exclusive worldwide use (unless a non-exclusive license
         is agreed to at the start of such Royalty Project), with the right to
         grant sublicenses, in Diagnostics, within the scope of each Royalty
         Project set forth in Attachment A, including without limitation the
         patents and patent applications described in Attachment A. For each
         Royalty Project the terms of such license shall be as set, forth in
         Attachment B and the other provisions of this Agreement.  The CCD
         License Option for each Royalty Project shall remain valid for twelve
         (12) months after the Technology Transfer Date for such Royalty
         Project.

    4.5  If CCD intends to distribute a Royalty Product for veterinary health
         through a third party, Ciba shall have the right of first negotiation
         to


                                          8

<PAGE>

         distribute such product, for a period of six months after receipt of
         notice from CCD of CCD's wish to negotiate a distribution agreement
         for such product.

    4.6  In case CCD does not exercise the CCD License Option with respect to a
         Royalty Project, Ciba shall be free to exploit its intellectual
         property resulting from such Royalty Project for commercialization in
         Diagnostics.  In such a case Ciba will remunerate CCD out of income
         from the commercialization of the Royalty Project in Diagnostics for
         relevant contributions made by CCD in guiding the direction of Ciba's
         research for the Royalty Project.  The parties will negotiate in good
         faith such remuneration prior to commercialization by Ciba or their
         sublicensees.  In addition, if after the Technology Delivery Date with
         respect to a Royalty Project, CCD invents any improvements to the Ciba
         technology resulting from such Royalty Project, upon CCD's failure to
         exercise the CCD License Option CCD shall grant Ciba a non-exclusive
         license to practice such CCD inventions, with the right to grant
         sublicenses in connection with commercialization of the Ciba
         technology by a third party.  If Ciba or an affiliate commercializes
         the technology resulting from such Royalty Project and makes use of
         the CCD inventions, CCD shall be paid a reasonable royalty to be
         negotiated by the parties in good faith.  If Ciba licenses its
         technology resulting from such Royalty Project together with CCD
         inventions to a third party upon terms more favorable to Ciba than the
         terms set forth in Attachment B with respect to such Royalty Project,
         Ciba's revenue resulting from the difference between such improved
         terms and the terms as set forth in Attachment B shall be shared
         equally between Ciba and CCD.  Except as expressly provided in this
         Article 4.6, nothing herein shall require CCD to grant to Ciba a
         license under any CCD intellectual property in the field of
         Diagnostics.

    4.7  Ciba shall have the exclusive right and obligation:

         (a)  to file at its cost and expense applications for letters patent
              on any patentable inventions made by Ciba in carrying out Royalty


                                          9

<PAGE>

              Projects, including their use in Diagnostics, in the United
              States of America and in each other PCT country in which CCD has
              an Affiliate, distributor or sales representative.  Ciba shall
              consult with CCD regarding additional countries in which such
              patent applications should be filed.  Should CCD wish to include
              additional countries where Ciba does not intend to file, CCD
              shall have the option to have assigned the patent rights in such
              countries and to file at its cost and expense patent applications
              in such countries.

         (b)  to prosecute its pending and new patent applications and to
              respond to oppositions filed by third parties against the grant
              of letters patent for such applications.

         (c)  to maintain in force its letters patent by duly filing all 
               necessary papers and paying the fees required by the patent 
               laws of the particular country in which such letters patent 
               were granted.

         Ciba shall notify CCD in a timely manner of any decision to abandon a
         pending patent application or an issued patent licensed to CCD
         hereunder or for which CCD has an option for a license hereunder.
         Thereafter, CCD shall have the option to have assigned the respective
         patent rights and, at its cost and expense, to continue to prosecute
         patent applications or to keep the issued patents in force.  Ciba
         shall have a non-exclusive, royalty-free license, with sublicensing
         rights, in fields of use other than Diagnostics, under all patents
         filed by or assigned to CCD hereunder.

    4.8  In cases where Ciba's intellectual property within the scope of a
         Royalty Project is licensed from a third party, Ciba shall undertake
         commercially reasonable efforts - as within its usual conduct of
         business - to secure sublicensing rights to CCD for use of such
         intellectual property in Diagnostics or to assist CCD in obtaining a
         direct license to such intellectual property for use in Diagnostics.


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<PAGE>

    4.9  It is understood that within the scope of a Royalty Project, Ciba
         shall make available to CCD for use in Diagnostics intellectual
         property, whether patented or not, which was generated or acquired by
         Ciba's CRU whether before or after the start of this Agreement or of
         any Royalty Project, provided that if Ciba is prohibited from making
         any such intellectual property available to CCD by any agreement with
         a third party entered into before the identification of such
         intellectual property as being needed by CCD hereunder, Ciba shall be
         required only to use commercially reasonable efforts to obtain the
         consent of such third party to the grant of a license to CCD.
         Intellectual property developed or acquired by a division or
         functional unit of Ciba independently of Ciba's CRU and without use of
         the results of any Royalty Project ("Ciba Non-CRU Intellectual
         Property") after January 4, 1995 may not be available for use by CCD
         hereunder if the management of the division or functional unit which
         developed or acquired such intellectual property determines that the
         financial or strategic business interests of such division or
         functional unit will be materially harmed by the inclusion of such
         intellectual property in the license hereunder.  Ciba represents that
         the management of CRU is not aware at the date hereof of any Ciba
         Non-CRU Intellectual Property which is likely to be needed by CCD in
         connection with a Royalty Project, and Ciba agrees to notify CCD
         within thirty (30) days of the management of CRU becoming aware of any
         Ciba Non-CRU Intellectual Property that is relevant to the
         commercialization in Diagnostics of the results of a Royalty Project.
         The royalties specified in Attachment B hereto shall be the sole
         compensation to Ciba for the use by CCD of any and all Ciba
         intellectual property in connection with products resulting from a
         Royalty Project and shall be in lieu of, and not in addition to, any
         royalties payable under the 1985 Research Agreement.

    4.10 CCD shall grant Ciba a first right of negotiation, prior to CCD
         negotiating a license with any third party other than an Affiliate, to
         obtain a worldwide non-exclusive license, with no right to sublicense,
         for use outside Diagnostics of patented and non-patented intellectual


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         property related to Royalty Projects contributed or generated by CCD
         prior to or during the time that Ciba is actively involved in a
         Royalty Project and needed by Ciba in order to develop, make, have
         made, use and sell non-Diagnostics products incorporating Ciba's
         technology resulting from such Royalty Project, against an adequate
         royalty rate to be negotiated in good faith, provided that if CCD is
         prohibited from making any such intellectual property available to
         Ciba by any agreement with a third party entered into before the
         identification of such intellectual property as being needed by Ciba
         hereunder, CCD shall be required only to use commercially reasonable
         efforts to obtain the consent of such third party to the grant of a
         license to Ciba.

    4.11 In cases where CCD's intellectual property needed by Ciba for use in
         commercializing non-Diagnostics products resulting from Royalty
         Projects is licensed from a third party, CCD shall undertake
         commercially reasonable efforts - as within its usual conduct of
         business - to secure sublicensing rights to Ciba for use of such
         intellectual property outside Diagnostics or to assist Ciba in
         obtaining a direct license to such intellectual property for use
         outside Diagnostics.

5.  TECHNOLOGY TRANSFER AND COMMERCIALIZATION OF THE TECHNOLOGY

    5.1  When Ciba believes that the Technology Transfer Criteria have been met
         for any Royalty Project, Ciba shall so advise CCD in writing, and
         shall deliver to CCD with such notice all relevant documentation
         giving evidence of such fact, together with all information and
         materials resulting from such Royalty Project which are necessary for
         CCD to evaluate and further develop the technology resulting from such
         Royalty Project, the date of such delivery being referred to herein as
         the Technology Delivery Date.

    5.2  At the latest within two (2) months after the Technology Delivery
         Date, CCD shall notify Ciba in writing whether or not CCD agrees that
         the Technology Transfer Criteria are met.  In case CCD is of the
         opinion that the Technology Transfer Criteria are not met, such notice
         shall be


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         accompanied by CCD's statement in writing on the rationale for its
         opinion and its position regarding whether the Royalty Project should
         be continued or terminated.  If CCD agrees that the Technology
         Transfer Criteria have been met, the date of CCD's notice shall be the
         Technology Transfer Date.

    5.3  If CCD is of the opinion that the Technology Transfer Criteria with
         respect to a Royalty Project have not been met, Ciba at its option may
         either agree to continue the research phase (in which case the parties
         shall agree on the scope of the additional research work needed and
         the provisions of Articles 5.1 and 5.2 shall be applicable upon
         completion thereof) or inform CCD in writing that Ciba will terminate
         the Royalty Project (in which case Article 3.7 shall be applicable).

    5.4  Within one year from the Technology Transfer Date with respect to a
         Royalty Project, CCD shall exercise the CCD License Option by written
         notice to Ciba.  If CCD does not so exercise the CCD License Option
         for a Royalty Project within such period, CCD shall have no further
         rights under this Agreement with respect to the Ciba intellectual
         property developed in the course of such Royalty Project.

    5.5  From and after the exercise of the CCD License Option with respect to
         a Royalty Project, CCD shall report yearly to Ciba on the progress of
         CCD's development program with respect to the technology resulting
         from such Royalty Project.  At the time of exercise of the CCD License
         Option, CCD shall notify Ciba of the planned date for commercial
         launch of the product or products to be developed.  At the conclusion
         of Stage II of the development plan, as defined in CCD's internal
         procedure designated the "Innovation Process" as in effect on the date
         hereof and which typically should occur within twenty-four months
         after the Technology Transfer Date, CCD shall notify Ciba in writing
         of any change in the planned commercial launch date. Thereafter, the
         planned commercial launch date may be revised as reasonably necessary
         due to technical difficulty in the development program.


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    5.6  If CCD fails to launch a commercial product using technology resulting
         from a Royalty Project by the planned launch date notified to Ciba at
         the end of Stage II of CCD's, development plan, as revised in
         accordance with the provisions of Article 5.5, CCD shall pay to Ciba,
         on each anniversary of such planned launch date until the actual
         commercial launch, the License Maintenance Fee specified in Attachment
         B with respect to such Royalty Project.  Such License Maintenance Fee
         shall be fully creditable against royalties thereafter becoming due
         with respect to Royalty Products resulting from such Royalty Project,
         provided that such credit shall not be applied to more than fifty
         percent (50%) of any installment of such royalties.

    5.7  If, after CCD has exercised the CCD License Option with respect to a
         Royalty Project, CCD ceases to pursue development of a commercial
         product using the technology resulting from such Royalty Project, CCD
         shall pay to Ciba (a) if such cessation is the result of a lack of
         technical success in development, the Technical Exit Fee specified in
         Attachment B for such Royalty Project, or (b) if such cessation is for
         any other reason, the Strategic Exit Fee specified in Attachment B for
         such Royalty Project, and in either case CCD's license with respect to
         the technology resulting from such Royalty Project shall continue.  If
         at any time CCD or a CCD Affiliate or sublicensee launches a
         commercial product using technology resulting from a Royalty Project
         with respect to which a Strategic Exit Fee or Technical Exit Fee has
         been paid, such fee shall be refunded.

    5.8  Notwithstanding the provisions of Article 5.7, if in connection with
         any Royalty Project, Ciba has not obtained patent protection in a
         Designated Country for the products under development by CCD, or if
         CCD has been unable to obtain a license to necessary third party
         technology on commercially reasonable terms, or if Ciba has been
         unable to obtain a consent of a third party required to license
         necessary Ciba technology to CCD or a consent of a Ciba division's or
         functional unit's management to license Ciba Non-CRU Intellectual
         Property to


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<PAGE>

    CCD, no Strategic Exit Fee or Technical Exit Fee shall be payable by
    CCD in the event of cessation of its development program.

6.  PAYMENT OF ROYALTIES

    6.1  CCD shall pay to Ciba a royalty on the Net Sales of Royalty Products
         sold to third parties by CCD and its Affiliates and sublicensees or
         used by CCD and its Affiliates and sublicensees in providing services
         to third parties.  The royalty rate shall be agreed upon by the
         parties for each specific Royalty Project before its initiation in
         accordance with Article 2.4 and shall for Unprotected Royalty Products
         be fifty percent (50%) of the rate agreed upon for Patent-Protected
         Royalty Products.  If so agreed by the parties at the start of a
         Royalty Project, for specific Royalty Projects, CCD shall have a
         non-exclusive license, with the right to grant sublicenses, at a lower
         royalty rate than would apply to an exclusive license, such lower rate
         to be specified in the relevant Attachment B.

    6.2  The royalties agreed upon under this Agreement for each Royalty
         Project shall be payable in each country as follows:

         (a)  with respect to sales in each country with patent protection, for
              the duration of the relevant patent(s), and

         (b)  with respect to sales in any country of the world without patent
              protection, for a duration of seven (7) years from the day of the
              first commercial introduction of any Unprotected Royalty Product
              resulting from such Royalty Project.

    6.3  After the first commercial sale of a Royalty Product resulting from a
         Royalty Project, CCD shall deliver to Ciba, within sixty (60) days
         after the end of each of CCD's fiscal half-years, a written statement
         of the amount of royalties due hereunder for such period, by product,
         and shall make payment of such royalties in United States Dollars.  If
         any amount used in the calculation of royalties is denominated in a
         currency


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<PAGE>

         other than United States Dollars, such amount shall be translated into
         United States Dollars in accordance with a method generally recognized
         and consistently used by CCD in the preparation of its audited
         financial statements.  If governmental regulations prevent remittance
         from a foreign country with respect to sales made in that country, the
         obligation under this Agreement to pay royalties in respect of sales
         in that country shall be suspended (but royalties shall continue to
         accrue) until such remittances are possible, and Ciba shall have the
         right, upon giving notice to CCD, to receive payment in that country
         in the local currency.

    6.4  Ciba shall have the right to have an independent certified public
         accountant, to which CCD has no reasonable objection, inspect during
         ordinary business hours relevant books and records of account of CCD,
         its Affiliates and sublicensees to determine whether appropriate
         accounting and payment have been made to Ciba, such inspection to be
         made within one year after the end of the fiscal year to which such
         books and records relate.  Said independent certified public
         accountant shall treat as confidential all information received in
         connection with such inspection, and shall disclose to Ciba only
         whether there has been a royalty underpayment and, if so, the amount
         thereof.  The fees and expenses of such accountant performing such
         verification shall be borne by Ciba, unless such audit shows an
         underpayment of seven and one-half percent (7 1/2%) or more.  In the
         case of any sublicense by CCD to any of its Affiliates or third
         parties, CCD shall be responsible to Ciba for the adherence by such
         Affiliates and sublicensees to the same obligations as those that
         apply to CCD under this Agreement.  CCD shall keep Ciba informed as to
         the identity of each Affiliate and third party so sublicensed.

    6.5  In case new applications in Diagnostics of the technology arising from
         a Royalty Project become possible, which applications could not be
         identified at the initiation of such Royalty Projects, the parties
         will agree in good faith on the royalty rates for such applications.


                                          16

<PAGE>

7.  LIABILITY

    CCD shall hold Ciba and its Affiliates and their officers and employees
    harmless from and against any and all liability, costs, assessments, fines,
    claims, actions, damages and expenses (including attorney's fees and costs
    of investigation), including without limitation all product liability
    claims and damages, arising in relation to the development, manufacture,
    sublicense, use or sale by CCD of products incorporating the technology
    resulting from a Royalty Project for use in Diagnostics, provided that
    nothing herein shall require CCD to indemnify any party against such
    liability, claims, etc., arising out of the gross negligence or willful
    misconduct of such party, and provided, further, that any party seeking
    indemnification hereunder shall promptly notify CCD of any claim for which
    indemnification may be sought, shall permit CCD to assume the defense of
    such claim with counsel of CCD's choice and shall cooperate as reasonably
    requested by CCD in such defense.

8.  INFRINGEMENT OF PATENT RIGHTS OF THIRD PARTIES

    8.1  Ciba makes no representation or warranty that the practice of the
         technology or manufacture, sale or use of the products resulting from
         the Royalty Projects in Diagnostics, whether patented or not, does not
         or will not infringe the rights of any third party.

    8.2  In the event that a third party shall assert that the practice of any
         of the technology or sale or use of any of the products resulting from
         a Royalty Project for use in Diagnostics infringes any right of such
         third party, the party having the knowledge thereof shall forthwith
         give notice to the other.  CCD shall have the exclusive right to
         defend or otherwise dispose of such claim, provided that CCD shall
         consult with Ciba regarding such defense or disposition.  CCD shall be
         entitled to offset fifty (50) percent of all reasonable defense costs
         and all reasonable amounts paid in settlement of such claim, including
         license fees and royalties under an appropriate license agreement
         entered into with the third party in connection with such settlement,
         or paid as damages


                                          17

<PAGE>

         for which CCD is held liable, against future royalties payable to Ciba
         under this Agreement.

    8.3  The License Maintenance Fees provided for in Article 5.6 hereof shall
         not be payable with respect to any Royalty Project during any period
         when CCD is prevented from practicing the technology arising from such
         Royalty Project by reason of a claimed infringement of the rights of a
         third party, and the due date of the first License Maintenance Fee
         with respect to any Royalty Project shall be deferred to the extent of
         any delay in CCD's product development plans arising from such claimed
         infringement.  If a claim of infringement affects only some of the
         applications of such technology, the parties hereto shall negotiate in
         good faith with respect to an appropriate reduction in the amount of
         the License Maintenance Fee.  If CCD abandons the development of the
         technology arising out of a Royalty Project because of inability to
         obtain a license under third party rights necessary to the success of
         such development, no Strategic Exit Fee or Technical Exit Fee shall be
         payable to Ciba as a result of such abandonment.

9.  INFRINGEMENT OF PATENT RIGHTS BY THIRD PARTIES

    In the event either party becomes aware that a third party is infringing
    any patented intellectual property related to technology or products
    resulting from a Royalty Project for use in Diagnostics, the parties shall
    confer as to the manner in which they will proceed with respect to such
    infringement.  Ciba shall have the exclusive right to commence and
    prosecute an action for patent infringement against such infringing party
    (provided that Ciba shall consult with CCD with respect to such
    commencement and prosecution), except that CCD shall have the right to
    commence and prosecute a counterclaim in any suit defended by CCD pursuant
    to Article 8 hereof (provided that CCD shall consult with Ciba with respect
    to such commencement and prosecution).  If Ciba undertakes such action or
    CCD asserts such counterclaim, any damages recovered first shall be applied
    to reimburse such party all expenses of such action not otherwise
    reimbursed and next shall be paid to Ciba and CCD in proportion to


                                          18

<PAGE>

    their actual damages upon which such recovery was based.  If Ciba fails to
    commence action to prevent such infringement within ninety (90) days after
    learning of the facts constituting such infringement, or if Ciba agrees to
    settle any such action on a basis which would allow such infringement to
    continue, then CCD shall cease to be obligated to pay royalties in respect
    of any product or service incorporating technology or products resulting
    from a Royalty Project until such infringement shall have ceased.

10. CONFIDENTIALITY

    10.1 Ciba and CCD agree that they will each treat as strictly confidential
         any and all proprietary information and data disclosed by the other
         party in connection with the subject matter of this Agreement or
         resulting from their activities hereunder (the "Information") and they
         will not use such Information or disclose such Information to any
         third party without the prior written consent of the other party,
         except as may be required or permitted in the performance of this
         Agreement or by applicable law.

    10.2 Each party agrees that it will take all reasonable precautions to
         ensure that it or any of its employees receiving such Information
         disclosed pursuant to this Agreement will maintain the confidentiality
         thereof.

    10.3 Both parties agree that Information may be disclosed either orally or
         in writing.  When disclosed in writing, Information will be
         identified, labelled and stamped as confidential.  When disclosed
         orally, such Information will first be identified as confidential at
         the time of oral disclosure, with subsequent confirmation in writing
         within thirty (30) days after such disclosure.

    10.4 It is agreed, however, that such Information:

         (a)  which at the time of disclosure is published by a third party or
              is otherwise in the public domain;


                                          19

<PAGE>

         (b)  which after disclosure becomes part of the public domain
              otherwise than through a breach of this Agreement by the receiving
              party;

         (c)  which was known to the receiving party prior to receipt from the
              disclosing party, provided that such prior knowledge can be
              adequately substantiated by documentary evidence antedating the
              disclosure by the other party;

         (d)  which is disclosed to the receiving party by a third party (other
              than employees or agents of either party) who, in making such
              Information available to the receiving party, is not in violation
              of any obligation of confidentiality to the disclosing party
              under this Agreement;

         (e)  which is shown by competent written evidence to be independently
              developed by the receiving party; or

         (f)  which the receiving party is required to divulge either by a
              court of law or in order to comply with any applicable law or
              regulation (after providing the disclosing party with reasonable
              notice of such requirement to divulge and with an opportunity to
              obtain a protective order),

shall not be subject to the provisions of this Agreement.

    10.5 Ciba recognizes the legitimate interest of CCD to publish its
         Information in the field of Diagnostics.  On the other hand, CCD 
         recognizes Ciba's interest that publications be made and lectures be 
         given only to the extent that it has reasonably safeguarded the 
         Information proprietary to Ciba through patent protection or otherwise 
         so that third parties cannot make commercial and/or industrial use of 
         Ciba's findings.  For this purpose, CCD shall ensure that Ciba shall 
         have the opportunity to comment in advance on any publication or oral 
         presentation in public including disclosure of any Information of Ciba 
         relating to technology/products resulting from a Royalty Project and


                                          20

<PAGE>

         that no such publication or presentation shall be made by CCD without
         Ciba's prior written consent.  Ciba shall not unreasonably withhold or
         delay its consent to such publication or presentation.  CCD shall
         submit to Ciba sixty (60) days in advance its request for such
         publication or presentation.

11. MATERIAL TRANSFER

    From time to time in connection with the activities contemplated by this
    Agreement, each party may transfer to the other samples of proprietary
    materials developed by the providing party.  Except as otherwise expressly
    provided herein or in any applicable license or supply agreement between
    the parties, such materials and any materials derived therefrom a) shall
    remain the property of the providing party, b) shall be used only for
    purposes specified at the time such materials are provided, c) shall not be
    transferred to any third party without the consent of the party by whom
    such materials were provided, and d) shall be destroyed or returned to the
    providing party upon request by the providing party.  Unless otherwise
    agreed in writing with respect to particular materials, the providing party
    shall have a non-exclusive, royalty-free license to any inventions made by
    the other party through use of the providing party's proprietary materials,
    subject to the provisions of this Agreement.

12. TERM OF AGREEMENT

    12.1 Subject to the provisions of Article 3, each party shall have the
         right to terminate this Agreement upon six (6) months prior written
         notice.

    12.2 In the event of a termination of this Agreement, all licenses, options
         and rights of negotiation granted hereunder with respect to Royalty
         Projects agreed upon during the term hereof shall continue upon and
         subject to the terms of this Agreement.


                                          21

<PAGE>

13. LIMITATION OF ASSIGNMENT

    This Agreement is personal in nature and neither of the parties shall,
    without the consent of the other, assign or transfer its rights or
    obligations hereunder to another company or person, except as herein
    expressly provided or permitted, except that (a) either party may transfer
    all or any portion of its rights and obligations to any of its Affiliates
    which shall agree to be bound by the provisions hereof relating to the
    assigned rights or obligations, in which event the assigning party shall
    continue to be responsible for the performance by such Affiliate of its
    obligations hereunder, and (b) CCD's rights hereunder with respect to
    Royalty Projects which have been terminated or for which Ciba has proposed
    that the Technology Transfer Criteria have been satisfied shall be
    assignable to a successor to substantially the whole of one of its lines of
    business.  In the event that Ciba wishes to transfer the responsibility for
    conducting the research phase of a Royalty Project to one of its
    Affiliates, Ciba will first consult with CCD regarding the possible impact
    of such transfer on the timely completion of the Royalty Project.  If CCD
    believes that CCD itself would be better able to complete such Royalty
    Project than the Ciba Affiliate to whom Ciba proposes to transfer the
    Project, Ciba will permit CCD to take over completion of the Royalty
    Project, and the parties will negotiate in good faith with respect to the
    terms on which Ciba will transfer to CCD the rights in Diagnostics to the
    work already completed by Ciba, in accordance with the provisions of
    Article 3.7. Subject to the foregoing provisions of this Section, this
    Agreement shall be binding upon and inure to the benefit of the parties
    hereto and their respective successors and assignees.

14. ENTIRE AGREEMENT; MODIFICATION AND WAIVER

    This Agreement is the entire agreement between the parties with respect to
    the subject matter hereof and supersedes any prior negotiations and
    agreements, provided that all licenses granted by either party to the other
    under the 1985 Research Agreement remain in effect.  This Agreement may not
    be modified or amended in any way except by mutual written agreement of the
    parties.  The failure of either party to enforce any provision hereof, or
    any right hereunder, shall not be construed as a waiver of such provision
    or right.


                                          22

<PAGE>

 15. GOVERNING LAW; JURISDICTION

    This Agreement shall be governed by, and construed in accordance with, the
    laws of the State of Delaware applicable to contracts executed and to be
    fully performed in that State.  All actions and proceedings arising out of
    or relating to this Agreement shall be brought by the parties and heard and
    determined only in a Delaware state court or a federal court sitting in
    that State and the parties hereto consent to jurisdiction before and waive
    any objections to the jurisdiction of any such court.

16. WAIVER OF JURY TRIAL

    Each of the parties of this agreement hereby irrevocably waives all right
    to trial by jury in any action, proceeding or counterclaim (whether based
    on contract, tort, or otherwise) arising out of or relating to this
    Agreement or the actions of any of them in the negotiation, administration,
    performance and enforcement hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement or caused their
duly authorized representatives to execute this Agreement as of the date first
above written.


    CIBA CORNING DIAGNOSTICS                          CIBA-GEIGY Limited
         CORP.


    By:  /s/ Richard D. Falb                          By:  /s/ D. Bellus
       ---------------------------------                 --------------------
         Richard D. Falb, Ph.D.                            Prof. D. Bellus
         Senior Vice President, Research                   Head, CRU
         & Development

                                                      and

                                                      By:  /s/ A. Egloff
                                                         --------------------
                                                           Dr. A. Egloff
                                                           Legal Counsel, CRU



    Attachment A               Royalty Projects
    Attachment B               Financial Terms


                                          23

<PAGE>

Royalty Projects to be included in Attachments A and B



1.  [Confidential Treatment Requested] For [Confidential Treatment Requested]

2.  [Confidential Treatment Requested] for [Confidential Treatment Requested]

3.  [Confidential Treatment Requested] for [Confidential Treatment Requested]

4.  [Confidential Treatment Requested] Systems for [Confidential Treatment
Requested]


<PAGE>

Attachment 1                      Confidential
(Royalty Project Agreement)            [Confidential Treatment Requested] for
                                       [Confidential Treatment Requested]

Title:  [Confidential Treatment Requested]             Royalty Project for Ciba
for [Confidential Treatment Requested]                 Corning Diagnostics
[Confidential Treatment Requested]
(cf. Attachments A2 & A3 for other uses of
[Confidential Treatment Requested]
                                                       Status November 1995


Approved by:
                                        Project Management:


__________________   ______________     CCD: [Confidential Treatment Requested]
SVP, R&D, CCD        Head CRU, Ciba
30.11.95             30.11.95           Ciba: [Confidential Treatment Requested]


Working basis agreed upon:  Exclusive




Objective

-    Develop expertise and demonstrate feasibility of concepts in the field of
     analytical methods based on [Confidential Treatment Requested] recognition,
     advanced [Confidential Treatment Requested] detection schemes and
     [Confidential Treatment Requested] handling systems.

-    Develop and explore functional models of such systems with respect to human
     diagnostics.  Characterize performance range using [Confidential Treatment
     Requested] representing the following criteria:  Assay sensitivity, dynamic
     range, suitability for low molecular weight analytes, assay format.




Expected Technology Transfer Date:            [Confidential Treatment Requested]




Present Status

Patents:

-    Method for the detection of [Confidential Treatment Requested] in the 
     [Confidential Treatment Requested] field of a [Confidential Treatment 
     Requested] Application [Confidential Treatment Requested] contract)

-    Method for using an [Confidential Treatment Requested] for the detection 
     of [Confidential Treatment Requested] in the [Confidential Treatment 
     Requested] field of a [Confidential Treatment Requested] Priority:  
     [Confidential Treatment Requested] Application [Confidential Treatment 
     Requested] contract)

<PAGE>

-   Patent application filed for [Confidential Treatment Requested] comprising 
    one or more [Confidential Treatment Requested] used for [Confidential  
    Treatment Requested] contract)

-   Method for detection of [Confidential Treatment Requested] in the 
    [Confidential Treatment Requested] field using [Confidential Treatment 
    Requested] for the [Confidential Treatment Requested] detection of several
    [Confidential Treatment Requested] Ciba)

-   [Confidential Treatment Requested] for [Confidential Treatment Requested] of
    [Confidential Treatment Requested] substances [Confidential Treatment 
    Requested] Ciba)

-   [Confidential Treatment Requested] (Ciba; in preparation)

-   Principle design of [Confidential Treatment Requested] configuration for a
    [Confidential Treatment Requested] system [Confidential Treatment Requested]
    contract; in preparation by [Confidential Treatment Requested]



Present Status continued

Further know-how

-    A [Confidential Treatment Requested] system has been developed and applied
     in showing advantages under realistic conditions compared to routinely used
     [Confidential Treatment Requested] such as:  [Confidential Treatment 
     Requested] information available, high precision and improved sample
     handling.  Without loss in performance, the same [Confidential Treatment 
     Requested] could be used for up to [Confidential Treatment Requested] 
     measurements.

-    [Confidential Treatment Requested] of [Confidential Treatment Requested] 
     has been demonstrated.  The obtained [Confidential Treatment Requested] 
     performed exceptionally well and no loss of performance was observed even 
     after [Confidential Treatment Requested] measurement and regeneration 
     cycles.

-    The immobilization of [Confidential Treatment Requested] on [Confidential 
     Treatment Requested] demonstrated the possibility to [Confidential 
     Treatment Requested] on [Confidential Treatment Requested].  With model 
     systems, the [Confidential Treatment Requested] could be reduced remarkably
     compared to conventional [Confidential Treatment Requested].

-    For model systems, a significant simplification of [Confidential Treatment 
     Requested] has been achieved using two approaches:  a) [Confidential 
     Treatment Requested] systems comprising [Confidential Treatment Requested]
     and [Confidential Treatment Requested] b) [Confidential Treatment 
     Requested] using [Confidential Treatment Requested] to generate 
     [Confidential Treatment Requested].
<PAGE>

-    Thorough theoretical and practical understanding of [Confidential Treatment
     Requested] from the former project [Confidential Treatment Requested] has 
     been successfully transferred to [Confidential Treatment Requested] based
     [Confidential Treatment Requested] detection schemes.

-    [Confidential Treatment Requested] Technology:  A [Confidential Treatment 
     Requested] including [Confidential Treatment Requested] and [Confidential 
     Treatment Requested] techniques under clean room conditions as well as 
     [Confidential Treatment Requested] and [Confidential Treatment Requested]
     characterization methods have been established and applied to thorough 
     characterization.  First results are available in [Confidential Treatment 
     Requested] and [Confidential Treatment Requested] production.

-    Expertise in development of complex [Confidential Treatment Requested] 
     based on [Confidential Treatment Requested] 


Milestones (to be updated twice a year)

Version agreed upon in Meeting of [Confidential     Completion     Responsible
Treatment Requested]


6 Months milestones

-    Finalize the set of selected [Confidential     [Confidential  [Confidential
     Treatment Requested]                           Treatment      Treatment
                                                    Requested]     Requested]

-    Fix the relevant precision data for the        [Confidential  [Confidential
     above assays for [Confidential Treatment       Treatment      Treatment
     Requested] criteria                            Requested]     Requested]

-    Provide SOP and source for [Confidential       [Confidential  [Confidential
     Treatment Requested] materials for the         Treatment      Treatment
     above assays                                   Requested]     Requested]

-    Reevaluate [Confidential Treatment             [Confidential  [Confidential
     Requested] situation on [Confidential          Treatment      Treatment
     Treatment Requested] and [Confidential         Requested]     Requested]
     Treatment Requested]

-    Clarify relations to external partners         [Confidential  [Confidential
     with respect to short-term [Confidential       Treatment      Treatment
     Treatment Requested] supply and long term      Requested]     Requested]
     contracts.

-    Develop system concepts regarding              [Confidential  [Confidential
     [Confidential Treatment Requested] and         Treatment      Treatment
     [Confidential Treatment Requested] and         Requested]     Requested]
     [Confidential Treatment Requested]

-    Design first [Confidential Treatment           [Confidential  [Confidential
     Requested] system                              Treatment      Treatment
                                                    Requested]     Requested]

-    Decide on [Confidential Treatment              [Confidential  [Confidential
     Requested] for 
<PAGE>

      [Confidential Treatment Requested]            Treatment      Treatment
                                                    Requested]     Requested]

-    Transfer of [Confidential Treatment            [Confidential  [Confidential
     Requested] from CCD to Ciba completed          Treatment      Treatment
                                                    Requested]     Requested]

-    [Confidential Treatment Requested]             [Confidential  [Confidential
     on [Confidential Treatment Requested]          Treatment      Treatment
     for [Confidential Treatment Requested]         Requested]     Requested]


Long term milestones

-    Develop the product concept                    [Confidential  [Confidential
                                                    Treatment      Treatment
                                                    Requested]     Requested]

-    Decision on    [Confidential                   [Confidential  [Confidential
                    Treatment Requested]            Treatment      Treatment
                    material & [Confidential        Requested]     Requested]
                    Treatment Requested]
                    [Confidential Treatment
                    Requested] and 
                    [Confidential Treatment 
                    Requested] configuration
                    [Confidential Treatment
                    Requested]

-    Transfer of all [Confidential Treatment        [Confidential  [Confidential
     Requested] from CCD to Ciba completed          Treatment      Treatment
                                                    Requested]     Requested]

-    Decide on [Confidential Treatment              [Confidential  [Confidential
     Requested]                                     Treatment      Treatment
                                                    Requested]     Requested]

-    [Confidential Treatment Requested] &           [Confidential  [Confidential
     [Confidential Treatment Requested] for         Treatment      Treatment
     first [Confidential Treatment Requested]       Requested]     Requested]
     available

-    Sample [Confidential Treatment                 [Confidential  [Confidential
     Requested] for [Confidential                   Treatment      Treatment
     Treatment Requested] available                 Requested]     Requested]

-    Decision on [Confidential Treatment            [Confidential  [Confidential
     Requested]                                     Treatment      Treatment
                                                    Requested]     Requested]

-   [Confidential Treatment Requested] on           [Confidential  [Confidential
    [Confidential Treatment Requested]              Treatment      Treatment
    developed/compared with specs.                  Requested]     Requested]

-   Design [Confidential Treatment Requested]       [Confidential  [Confidential
                                                    Treatment      Treatment

<PAGE>

                                                    Requested]     Requested]

-    Build [Confidential Treatment Requested]       [Confidential  [Confidential
                                                    Treatment      Treatment
                                                    Requested]     Requested]

-    Transfer of [Confidential Treatment            [Confidential  [Confidential
     Requested] procedures                          Treatment      Treatment
                                                    Requested]     Requested]

-    [Confidential Treatment Requested]             [Confidential  [Confidential
     developed and tested for specs on              Treatment      Treatment
     [Confidential Treatment Requested]             Requested]     Requested]


Ciba:    [Confidential Treatment Requested]
         [Confidential Treatment Requested]
CCD      [Confidential Treatment Requested]


Intellectual property from outside of the Royalty Project to be made available:

Ciba:         [Confidential Treatment Requested]
CCD:          [Confidential Treatment Requested]
Third party:  [Confidential Treatment Requested]


Management

Project Management Meetings twice a year.


Technology Transfer Criteria (Article 5.1)

-    A [Confidential Treatment Requested] will have been set-up which is capable
     of demonstrating assay performance under stable and reproducible 
     conditions.  It will include the [Confidential Treatment Requested] and 
     [Confidential Treatment Requested] design, a [Confidential Treatment 
     Requested] system, the [Confidential Treatment Requested] system for 
     [Confidential Treatment Requested] and [Confidential Treatment Requested]
     and [Confidential Treatment Requested].  It is understood, that the main 
     purpose of the [Confidential Treatment Requested] will be to demonstrate 
     functionality and the main purpose of the [Confidential Treatment 
     Requested] to demonstrate assay performance.  Costly and voluminous 
     components, evidently not suitable for CCD's commercial use will not be 
     applied.  single source materials and chemicals are to be identified.

-    Performance will be demonstrated using the assays and specifications listed
     below.  Multifactorial design experiments will be applied in order to 
     confirm the specs to be fulfilled.

-    Performance to specs will be shown for the [Confidential Treatment 
     Requested] jointly as part of the transfer process at least twice.

-    [Confidential Treatment Requested] are discussed in the biannual meetings 
     and [Confidential 

<PAGE>

     Treatment Requested] are included in the overhead slide collections.

-    Documentation will be prepared to allow a skilled CCD technician to 
     reproduce the system and its performance in-house or to run a [Confidential
     Treatment Requested] system physically transferred to CCD.  Documentation
     will include the accumulated experience about common failure modes and 
     reliability problems encountered during the research phase as related to
     [Confidential Treatment Requested] and [Confidential Treatment Requested].


SPECIFICATIONS

1.  Calibration                   [Confidential Treatment Requested] i.e. to run
                                  [Confidential Treatment Requested]

2.  Sample size                   [Confidential Treatment Requested] per 
                                  [Confidential Treatment Requested]

3.  Mode of operation             [Confidential Treatment Requested] or 
                                  [Confidential Treatment Requested] to be
                                  fixed by the fall meeting [Confidential 
                                  Treatment Requested]

4.  Assays per chip               [Confidential Treatment Requested]

5.  Time to result                [Confidential Treatment Requested] min. 
                                  preferred)

6.  Samples                       [Confidential Treatment Requested] (will be
                                  [Confidential Treatment Requested] for final
                                  product at CCD).

7.  Assay sensitivity             [Confidential Treatment Requested] 
                                  demonstrated with [Confidential Treatment
                                  Requested]

8.  Dynamic range                 [Confidential Treatment Requested] 
                                  demonstrated with [Confidential Treatment
                                  Requested]

9.  Assay format                  [Confidential Treatment Requested] and 
                                  [Confidential Treatment Requested]

10. Low MW analyte                Demonstrated with [Confidential Treatment
                                  Requested]

11. Selectivity                   [Confidential Treatment Requested] to be 
                                  decided in [Confidential Treatment Requested]

12. Precision/Reproducibility     To be defined by [Confidential Treatment 
                                  Requested] after consulting with [Confidential
                                  Treatment Requested]

13. Experimental control          [Confidential Treatment Requested] of all 
    software                      system components/Menu for complete assays

<PAGE>

*    This spec must be feasibly reachable after development but need not be 
     demonstrated with the [Confidential Treatment Requested]

**   Reference assays fulfilling requirements of enclosed assay performance 
     chart will be developed and provided by Chiron Diagnostics as agreed 
     (see milestones).

<PAGE>

Title:  [Confidential Treatment Requested]             Royalty Project for Ciba
for [Confidential Treatment Requested]                 Corning Diagnostics
[Confidential Treatment Requested]
(cf. Attachments A2 & A3 for other uses of
[Confidential Treatment Requested]
                                                       Status November 1995


Approved by:
                                         Project Management:


    . . . . . . .       . . . . . . . . CCD:  [Confidential Treatment Requested]
    SVP, R&D, Chiron    Head CRU, Ciba
    15.12.95            15.12.95        Ciba: [Confidential Treatment Requested]

Working basis agreed upon:  Exclusive


Objective

-    Based on expertise acquired under program A1, demonstrate feasibility of 
     concepts in the field of [Confidential Treatment Requested] of 
     [Confidential Treatment Requested] advanced [Confidential Treatment 
     Requested] schemes and [Confidential Treatment Requested] systems, with 
     special attention to [Confidential Treatment Requested] system 
     [Confidential Treatment Requested].

-    Investigate alternative [Confidential Treatment Requested] concepts based 
     on [Confidential Treatment Requested] interactions for clinical 
     diagnostics.  Consider new achievements in [Confidential Treatment 
     Requested] diagnostics [Confidential Treatment Requested]

-    Develop and explore functional models of an [Confidential Treatment 
     Requested] for the simultaneous analysis of [Confidential Treatment 
     Requested] (Immuno).  Potential usages include:  [Confidential Treatment
     Requested] Detection & [Confidential Treatment Requested] and [Confidential
     Treatment Requested] Detection & [Confidential Treatment Requested].


Expected Technology Transfer Date:           [Confidential Treatment Requested]


Present Status

Patents:

-    Method for the detection of [Confidential Treatment Requested] in the 
     [Confidential Treatment Requested] field of a [Confidential Treatment 
     Requested] Application [Confidential Treatment Requested] contract)


<PAGE>

Attachment A2                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


-  Method for using an [Confidential Treatment Requested] for the detection 
   of [Confidential Treatment Requested] in the [Confidential Treatment 
   Requested] field of a [Confidential Treatment Requested]; Priority 
   [Confidential Treatment Requested] Application [Confidential Treatment 
   Requested] contract)

-  Patent application filed for [Confidential Treatment Requested] comprising 
   one or more [Confidential Treatment Requested] used for [Confidential 
   Treatment Requested] contract)

-  Method for detection of [Confidential Treatment Requested] in the 
   [Confidential Treatment Requested] field using [Confidential Treatment 
   Requested] for the [Confidential Treatment Requested] detection of several 
   [Confidential Treatment Requested] Ciba)


Patents continued

[Confidential Treatment Requested] for [Confidential Treatment Requested] of 
[Confidential Treatment Requested] substances [Confidential Treatment 
Requested] Ciba)

-  [Confidential Treatment Requested] (Ciba; in preparation)

-  Principle design of [Confidential Treatment Requested] configuration for a 
   [Confidential Treatment Requested] system [Confidential Treatment Requested] 
   contract; in prepartion by [Confidential Treatment Requested] 

Further know-how

-  A [Confidential Treatment Requested] system has been developed and applied, 
   showing advantages under realistic conditions compared to routinely used 
   [Confidential Treatment Requested] such as:[Confidential Treatment 
   Requested] information available, high precision and improved sample 
   handling. Without loss in performance, the same [Confidential Treatment 
   Requested] could be used for up to [Confidential Treatment Requested] 
   measurements.

-  A detection limit of [Confidential Treatment Requested] moles [Confidential 
   Treatment Requested] labeled [Confidential Treatment Requested] of 
   [Confidential Treatment Requested] binding to protein [Confidential 
   Treatment Requested]  on a [Confidential Treatment Requested] has been 
   achieved.

-  The principle feasibility of simultaneous assays on [Confidential Treatment 
   Requested] areas [Confidential Treatment Requested] has been demonstrated in 
   model [Confidential Treatment Requested] assay for [Confidential Treatment 
   Requested].

-  A first [Confidential Treatment Requested] system will be developed in the 
   module [Confidential Treatment Requested] for [Confidential Treatment 
   Requested] of the Ciba/CCD royalty project (Appendix A-1).


<PAGE>

Attachment A2                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


-  For model systems, a significant simplification of [Confidential Treatment 
   Requested] has been achieved using two approaches:  a) [Confidential 
   Treatment Requested] systems comprising [Confidential Treatment Requested] 
   and [Confidential Treatment Requested] b) [Confidential Treatment Requested] 
   using [Confidential Treatment Requested] to generate [Confidential Treatment 
   Requested].

-  [Confidential Treatment Requested] Technology:  A [Confidential Treatment 
   Requested] including [Confidential Treatment Requested] and [Confidential 
   Treatment Requested] techniques under clean room conditions, as well as 
   [Confidential Treatment Requested] and [Confidential Treatment Requested] 
   characterization methods have been established and applied to thorough 
   characterization.  First results are available in [Confidential Treatment 
   Requested] and [Confidential Treatment Requested] production

Milestones (to be updated end of 1997)

Proposed                                      Completion             Responsible

Milestones of Attachment A1 achieved          [Confidential
                                              Treatment
                                              Requested]

Development and evaluation of novel           [Confidential
[Confidential Treatment Requested]            Treatment 
concepts for [Confidential Treatment          Requested]
Requested] and spacially [Confidential
Treatment Requested]

Minimum [Confidential Treatment Requested] 
for model assay determined

Relation between [Confidential Treatment 
Requested] and [Confidential Treatment 
Requested] between individual [Confidential 
Treatment Requested] investigated

Test of different assay formats for           [Confidential
[Confidential Treatment Requested]            Treatment
                                              Requested]

Concept for selection of [Confidential
Treatment Requested] for a sample

[Confidential Treatment Requested] and 
[Confidential Treatment Requested] or
different [Confidential Treatment
Requested] developed

Structured [Confidential Treatment Requested] [Confidential 


<PAGE>

Attachment A2                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


optimized                                    Treatment
                                             Requested]

Transfer [Confidential Treatment Requested] 
and [Confidential Treatment Requested] 
developed and tested against [Confidential 
Treatment Requested] on [Confidential 
Treatment Requested] [Confidential Treatment
Requested]

Intellectual property from outside of the Royalty Project to be
made available:

Ciba:                [Confidential Treatment Requested]
CCD:                 [Confidential Treatment Requested]
Third party:         [Confidential Treatment Requested]

Management

Project Management Meetings twice a year.

Technology Transfer Criteria (Article 5.1)

Specifications will be re-examined at the end of [Confidential Treatment 
Requested].  Significant changes to the specs will be accepted through 
[Confidential Treatment Requested].  Only modest to small changes will be 
accepted in [Confidential Treatment Requested].

-  A [Confidential Treatment Requested] will have been set-up which is capable 
   of demonstrating throughput and assay performance under stable and 
   reproducible conditions. It will include the [Confidential Treatment 
   Requested] and [Confidential Treatment Requested], a [Confidential Treatment 
   Requested] system, the [Confidential Treatment Requested] system for 
   [Confidential Treatment Requested] and detection and experimental control 
   [Confidential Treatment Requested]. It is understood, that the main purpose 
   of the [Confidential Treatment Requested] will be to demonstrate 
   functionality and the main purpose of the [Confidential Treatment Requested] 
   to demonstrate assay performance.  Costly and voluminous components, 
   evidently not suitable for CCD's commercial use will not be applied.

-  Performance will be demonstrated using the assays and specifications listed 
   below.

Documentation will be prepared to allow a skilled CCD technician to reproduce 
the system and its performance in-house or to run a [Confidential Treatment 
Requested] physically transferred to CCD. Documentation will include the 
accumulated experience about common failure modes and reliability problems 
encountered during the research phase as related to instrumentation and 
[Confidential Treatment Requested]

Prototypes/Boundary Assays      [Confidential Treatment Requested] or 
--------------------------      [Confidential Treatment Requested]

Specifications
--------------

<PAGE>

Attachment A2                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


1.  Mode of operation                 [Confidential Treatment Requested] use

2.  Multiplexity                      Up to [Confidential Treatment Requested] 
                                      per [Confidential Treatment Requested] 
                                      Processing of up to [Confidential 
                                      Treatment Requested]

3.  Temperature                       [Confidential Treatment Requested] 
                                      temperature [Confidential Treatment
                                      Requested]

4.  Sample size/OED                   [Confidential Treatment Requested]

5.  Time to first results             [Confidential Treatment Requested]

6.  Samples                           [Confidential Treatment Requested]

7.  Assay sensitivity                 [Confidential Treatment Requested] 
                                      molecules/Analyte (Input) demonstrated 
                                      with [Confidential Treatment Requested]

8.  Dynamic range                     [Confidential Treatment Requested] 
                                      detection up to [Confidential Treatment
                                      Requested] required: [Confidential 
                                      Treatment Requested] with integrated 
                                      dilution (e.g. [Confidential Treatment 
                                      Requested] demonstrated with 
                                      [Confidential Treatment Requested]

9.  Assay format                      [Confidential Treatment Requested]

10. Fluidics                          [Confidential Treatment Requested] sample 
                                      distribution

*   This spec must be feasible reachable after development but need not be 
    demonstrated with the [Confidential Treatment Requested]

**  Antibodies or antigens from prototype or marketed assays will be made 
    available by Chiron Diagnostics when ever possible in support of the 
    project milestones. In case of unavailability alternate assays will be 
    negotiated.

<PAGE>

Attachment A3                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


Title:   [Confidential Treatment Requested]     Royal Project for Ciba Corning
for [Confidential Treatment Requested]          Diagnostics

(cf Attachments A1 & A2 for other uses of 
[Confidential Treatment Requested]
                                                Status December 1995
--------------------------------------------------------------------------------
Approved by:
                                       Project Management:

                                       CCD: [Confidential Treatment Requested]

                                       Ciba: [Confidential Treatment Requested]

___________________   ___________________
SVP, R&D, CC          Head CRU, Ciba
3.1.96                3.1.96

Working basis agreed upon:  EXCLUSIVE

OBJECTIVE

-  Develop expertise and demonstrate feasibility of concepts in the field of 
   [Confidential Treatment Requested] methods based on [Confidential Treatment 
   Requested] recognition, advanced [Confidential Treatment Requested] 
   detection schemes and [Confidential Treatment Requested] systems that are 
   adequate for achieving [Confidential Treatment Requested] limits.

-  To build a basis for very high [Confidential Treatment Requested] and 
   [Confidential Treatment Requested] for screening of [Confidential Treatment 
   Requested] panels to be delt with in a follow-up Royalty Project.

-  Develop and explore functional models of an [Confidential Treatment 
   Requested] for the simultaneous analysis of [Confidential Treatment 
   Requested].  Potential usages include: [Confidential Treatment Requested] 
   detection and [Confidential Treatment Requested] quantification for the 
   [Confidential Treatment Requested] and the [Confidential Treatment 
   Requested] panel.

EXPECTED TECHNOLOGY TRANSFER DATE:     [Confidential Treatment Requested]

PRESENT STATUS

Patents:
--------

-  Method for the detection of [Confidential Treatment Requested] in the 
   [Confidential Treatment Requested] field of a [Confidential Treatment 
   Requested].  Application 

<PAGE>

Attachment A3                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


   [Confidential Treatment Requested] contract).

   Method for using an [Confidential Treatment Requested] for the detection of 
   [Confidential Treatment Requested] in the [Confidential Treatment Requested]
   field of a [Confidential Treatment Requested]. Priority: Application 
   [Confidential Treatment Requested] contract).

-  Patent application filed for [Confidential Treatment Requested], comprising 
   one or more [Confidential Treatment Requested] used for [Confidential 
   Treatment Requested] contract).

-  Method for detection of [Confidential Treatment Requested] in the 
   [Confidential Treatment Requested] field using [Confidential Treatment 
   Requested] for the [Confidential Treatment Requested] detection of several 
   [Confidential Treatment Requested] Ciba.

-  [Confidential Treatment Requested] for [Confidential Treatment Requested] of 
   [Confidential Treatment Requested] substances [Confidential Treatment 
   Requested] Ciba).

Patents continued

-  [Confidential Treatment Requested] (Ciba; in preparation)

-  Principle design of [Confidential Treatment Requested] configuration for a 
   [Confidential Treatment Requested] system [Confidential Treatment Requested] 
   contract;  in preparation by [Confidential Treatment Requested].

Further know-how:

-  The principle feasibility of [Confidential Treatment Requested] assays on 
   [Confidential Treatment Requested] areas [Confidential Treatment Requested] 
   has been demonstrated in model affinity [Confidential Treatment Requested] 
   and [Confidential Treatment Requested] assays [Confidential Treatment 
   Requested] of [Confidential Treatment Requested] with complementary, 
   [Confidential Treatment Requested] labeled strand).

-  A first [Confidential Treatment Requested] system will be developed in the 
   module [Confidential Treatment Requested] for [Confidential Treatment 
   Requested] of the Ciba/CCD royalty project (Appendix A1).

-  The [Confidential Treatment Requested] assay system was applied both on 
   [Confidential Treatment Requested] and on [Confidential Treatment 
   Requested].  From a [Confidential Treatment Requested] analysis of the 
   signals obtained at different concentrations, an 

<PAGE>


Attachment A3                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


   expected detection limit in the [Confidential Treatment Requested] range was 
   calculated.

-  A detection limit of [Confidential Treatment Requested] binding to 
   [Confidential Treatment Requested] on a [Confidential Treatment Requested] 
   has been achieved.

-  Immobilization of [Confidential Treatment Requested] acting as [Confidential 
   Treatment Requested] was performed by [Confidential Treatment Requested] 
   synthesis and using the [Confidential Treatment Requested] system, both on 
   [Confidential Treatment Requested] and on [Confidential Treatment Requested] 
   as [Confidential Treatment Requested]. With [Confidential Treatment 
   Requested] more than [Confidential Treatment Requested] cycles could be 
   performed on [Confidential Treatment Requested] without loss of performance.

-  For model systems, a significant simplification of [Confidential Treatment 
   Requested] handling has been achieved using two approaches: A) [Confidential 
   Treatment Requested] system comprising [Confidential Treatment Requested] 
   and [Confidential Treatment Requested]  b) [Confidential Treatment 
   Requested] using [Confidential Treatment Requested] to generate 
   [Confidential Treatment Requested] as a [Confidential Treatment Requested].

-  [Confidential Treatment Requested] Technology: A [Confidential Treatment 
   Requested] including [Confidential Treatment Requested] and [Confidential 
   Treatment Requested] techniques under clean room conditions, as well as 
   [Confidential Treatment Requested] and [Confidential Treatment Requested] 
   characterization methods have been established and applied to thorough 
   characterization.  First results are available in [Confidential Treatment 
   Requested] and [Confidential Treatment Requested] production.

Milestones (to be updated end of 1997)

Proposed                                      Completion             Responsible

Analysis and investigation of current         [Confidential 
[Confidential Treatment Requested]            Treatment
quantification assays on compatibility        Requested]
with [Confidential Treatment
Requested] technology

Design and adaption of [Confidential
Treatment Requested] model assays for
the recognition and quantification of
[Confidential Treatment Requested] on
[Confidential Treatment Requested].

Evaluation of sensitivity improvement
by combining [Confidential Treatment
Requested] and [Confidential Treatment
Requested] technology.

<PAGE>

Attachment A3                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


Development and evaluation of [Confidential   [Confidential 
Treatment Requested] concepts for high        Treatment     
throughput [Confidential Treatment            Requested]    
Requested]and [Confidential Treatment 
Requested] and [Confidential Treatment 
Requested] chemistry).

Minimum [Confidential Treatment Requested] 
for model assay determined

Relation between [Confidential Treatment 
Requested] and [Confidential Treatment 
Requested] between individual 
[Confidential Treatment Requested] 
investigated.

Establish required technologies for spacially 
[Confidential Treatment Requested].

Transfer [Confidential Treatment Requested]

Test of different assay formats for boundary assays.


Intellectual property from outside of the Royalty Project to be made available:

Ciba:         [Confidential Treatment Requested]

CCD:          [Confidential Treatment Requested]

Third party:  [Confidential Treatment Requested] technology
              (Chiron Corporation)

                                                      Above Amendment accepted:
                                                                 April 15, 1996

                                                       ____________  __________

MANAGEMENT

Project Management Meetings twice a year.

TECHNOLOGY TRANSFER CRITERIA  (Article 5.1)

Specifications will be re-examined at the end of [Confidential Treatment 
Requested].  Significant changes to the specs will be accepted through 
[Confidential Treatment Requested].  Only modest to small changes will be 
accepted in [Confidential Treatment Requested].

-  A [Confidential Treatment Requested] system will have been set-up which is 
   capable of demonstrating throughput and assay performance under stable and 
   reproducible 

<PAGE>

Attachment A3                    Confidential                            Page
(Royalty Project Agreement)
       [Confidential Treatment Requested] for [Confidential Treatment Requested]


   conditions. It will include the [Confidential Treatment Requested] and 
   [Confidential Treatment Requested], a [Confidential Treatment 
   Requested] delivery system, the [Confidential Treatment Requested] system 
   for [Confidential Treatment Requested] and detection and experimental 
   control [Confidential Treatment Requested]. It is understood, that the main 
   purpose of the [Confidential Treatment Requested] will be to demonstrate 
   functionality and the main purpose of the [Confidential Treatment Requested] 
   to demonstrate assay performance. Costly and voluminous components, 
   evidently not suitable for CCD's commercial use will not be applied.

-  Performance will be demonstrated using the assays and specification listed 
   below. [Confidential Treatment Requested] design experiments will be 
   applied in order to confirm the specs to be fulfilled.

-  Documentation will be prepared to allow a skilled CCD technician to 
   reproduce the system and its performance in-house or to run a 
   [Confidential Treatment Requested] system physically transferred to CCD. 
   Documentation will include the accumulated experience about common failure 
   modes and reliability problems encountered during the research phase as 
   related to instrumentation and sensor chemistry.

PROTOTYPES/BOUNDARY ASSAYS      [Confidential Treatment Requested] Panel, 
                                [Confidential Treatment Requested] for 
                                [Confidential Treatment Requested] and 
                                [Confidential TreatmentRequested]

Specifications
--------------

1.  Mode of operation                 [Confidential Treatment Requested] use

2.  Multiplexity                      Up to [Confidential Treatment Requested]
                                      per [Confidential Treatment Requested]

3.  Temperature                       [Confidential Treatment Requested]
                                      temperature incubations [Confidential 
                                      Treatment Requested] phases during total 
                                      incubation time)

4.  Sample size/OED                   [Confidential Treatment Requested]
                                      of extracted sample

5.  Time to first results             Up to [Confidential Treatment Requested] 
                                      (May require change)

6.  Samples                           [Confidential Treatment Requested] or 
                                      [Confidential Treatment Requested]

7.  Assay sensitivity                 [Confidential Treatment Requested] 
                                      Analyte (Input)

8.  Dynamic range                     Direct detection of up to [Confidential 
                                      Treatment Requested]

9.  Fluidics                          [Confidential Treatment Requested] sample 
                                      distribution

PROTOTYPES/BOUNDARY ASSAYS            [CONFIDENTIAL TREATMENT REQUESTED] (HIGH 
                                      SENSITIVITY PROTOTYPE) *


<PAGE>

Attachment A3                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]

                               PROTOTYPE)*


Specifications
--------------

1.  Mode of operation        [Confidential Treatment Requested] use

2.  Multiplexity             [Confidential Treatment Requested] per[Confidential
                             Treatment Requested]

3.  Temperature              [Confidential Treatment Requested] temperature 
                             incubations

4.  Sample size/OED          [Confidential Treatment Requested] serum/plasma

5.  Time to first results    [Confidential Treatment Requested]

6.  Samples                  [Confidential Treatment Requested]

7.  Assay sensitivity        [Confidential Treatment Requested] molecules

8.  Dynamic range            [Confidential Treatment Requested] (with integrated
                             dilution)

9.  Fluidics                 [Confidential Treatment Requested]

*   [Confidential Treatment Requested] and [Confidential Treatment
    Requested] from prototype or marketed assays will be made available by
    Chiron Diagnostics whenever possible in support of the project milestones.
    In case of unavailability alternate assays will be negotiated.


<PAGE>

Attachment A4                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]


Title:  [Confidential Treatment              Royalty Project for Ciba
Requested] Systems for                       Corning Diagnostics
[Confidential Treatment Requested]


                                             Status October 1995
-------------------------------------------------------------------------------
Approved by:                                 Project Management:

                                             CCD: 
__________________ _________________
SVP, R&D, CCD      Head CRU, Ciba            Ciba:
15.12.95           15.12.95

Working basis agreed upon: Exclusive


OBJECTIVE

-    Development of analytical systems for human diagnostics based on the
     combination of novel [Confidential Treatment Requested] elements with
     advanced [Confidential Treatment Requested] and [Confidential Treatment
     Requested] systems.

-    Development of novel or modified functional components [Confidential
     Treatment Requested] host [Confidential Treatment Requested] for
     [Confidential Treatment Requested] and [Confidential Treatment Requested]
     for improved and patent Protected [Confidential Treatment Requested]
     systems for [Confidential Treatment Requested].


SCOPE OF APPLICATIONS/EXPECTED TECHNOLOGY TRANSFER DATES:

For [Confidential Treatment Requested] and    [Confidential Treatment Requested]
[Confidential Treatment Requested]            in [Confidential Treatment
                                              Requested]

For [Confidential Treatment Requested] and    [Confidential Treatment Requested]
[Confidential Treatment Requested]


[CONFIDENTIAL TREATMENT REQUESTED] MILESTONES

Refill [Confidential Treatment Requested]     [Confidential Treatment Requested]
each for                                      [Confidential Treatment Requested]

Medfield and Basel) and [Confidential         [Confidential Treatment Requested]
Treatment Requested] for Basel                [Confidential Treatment Requested]

Synthesize [Confidential Treatment            [Confidential Treatment Requested]
Requested]                                 


<PAGE>

Attachment A4                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]
      
             
                                              [Confidential Treatment Requested]

[Confidential Treatment Requested] testing    [Confidential Treatment Requested]
against specs                                 [Confidential Treatment Requested]

[Confidential Treatment Requested] testing    [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

Evaluation of [Confidential Treatment         [Confidential Treatment Requested]
Requested] completed                          [Confidential Treatment Requested]

List of [Confidential Treatment Requested]    [Confidential Treatment Requested]
screened and documentation                    [Confidential Treatment Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
inventory returned to [Confidential           [Confidential Treatment Requested]
Treatment Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
inventory shipped to [Confidential            [Confidential Treatment Requested]
Treatment Requested] 

Narrow approach from [Confidential            [Confidential Treatment Requested]
Treatment Requested]                          [Confidential Treatment Requested]

Scale up of [Confidential Treatment           [Confidential Treatment Requested]
Requested] for evaluations Treatment          [Confidential Treatment Requested]
Requested]

Supply of [Confidential Treatment             [Confidential Treatment Requested]
Requested] for evaluation [Confidential       [Confidential Treatment Requested]
Treatment Requested]   

Scale up for [Confidential Treatment          [Confidential Treatment Requested]
Requested] and [Confidential Treatment        [Confidential Treatment Requested]
Requested]


[CONFIDENTIAL TREATMENT REQUESTED] MILESTONES

Report on [Confidential Treatment             [Confidential Treatment Requested]
Requested] study                              [Confidential Treatment Requested]

Report on study of [Confidential Treatment    [Confidential Treatment Requested]
Requested] using [Confidential Treatment      [Confidential Treatment Requested]
Requested]

Information and documentation for transfer    [Confidential Treatment Requested]
identified                                    [Confidential Treatment Requested]


<PAGE>

Attachment A4                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]


[Confidential Treatment Requested] confirmed  [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

[Confidential Treatment Requested] study      [Confidential Treatment Requested]
[Confidential Treatment Requested]            [Confidential Treatment Requested]
wrapped up 

[Confidential Treatment Requested]            [Confidential Treatment Requested]
formulation optimized                         [Confidential Treatment Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
disclosure                                    [Confidential Treatment Requested]

Decision on continuation of [Confidential     [Confidential Treatment Requested]
Treatment Requested]                          [Confidential Treatment Requested]

Deliver [Confidential Treatment Requested]    [Confidential Treatment Requested]
with [Confidential Treatment Requested]       [Confidential Treatment Requested]

Scale up of [Confidential Treatment           [Confidential Treatment Requested]
Requested] and [Confidential Treatment        [Confidential Treatment Requested]
Requested] 


[CONFIDENTIAL TREATMENT REQUESTED] MILESTONES

Deliver [Confidential Treatment Requested]    [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

Deliver [Confidential Treatment Requested]    [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

Deliver [Confidential Treatment Requested]    [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

Refill [Confidential Treatment Requested]     [Confidential Treatment Requested]
containing [Confidential Treatment            [Confidential Treatment Requested]
Requested] for Basel    

Refill [Confidential Treatment Requested]     [Confidential Treatment Requested]
containing [Confidential Treatment            [Confidential Treatment Requested]
Requested] for Medfield

Deliver [Confidential Treatment Requested]    [Confidential Treatment Requested]
to Medfield for [Confidential Treatment       [Confidential Treatment Requested]
Requested] testing

Extensive [Confidential Treatment             [Confidential Treatment Requested]
Requested] testing in [Confidential           [Confidential Treatment Requested]
Treatment Requested] 


<PAGE>

Attachment A4                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]


Report on [Confidential Treatment             [Confidential Treatment Requested]
Requested] and [Confidential Treatment        [Confidential Treatment Requested]
Requested]

Refill [Confidential Treatment                [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

Comparative data on early response,           [Confidential Treatment Requested]
[Confidential Treatment Requested]            [Confidential Treatment Requested]

Decision on continuation of [Confidential     [Confidential Treatment Requested]
Treatment Requested]                          [Confidential Treatment Requested]

Conclude [Confidential Treatment              [Confidential Treatment Requested]
Requested] Support                            [Confidential Treatment Requested]

[Confidential Treatment Requested]
Milestones (Basel)

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] for research                       [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] for research                       [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
(research quantity)                           [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
(research quantity)                           [Confidential Treatment Requested]

Report on [Confidential Treatment             [Confidential Treatment Requested]
Requested] testing                            [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
(research quantity)                           [Confidential Treatment Requested]


<PAGE>

Attachment A4                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]


Transfer [Confidential Treatment              [Confidential Treatment Requested]
Requested]                                    [Confidential Treatment Requested]

Report on [Confidential Treatment             [Confidential Treatment Requested]
Requested] testing                            [Confidential Treatment Requested]

Transfer [Confidential Treatment              [Confidential Treatment Requested]
Requested]                                    [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
development                                   [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested] ab)        [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
or [Confidential Treatment                    [Confidential Treatment Requested]
Requested] development

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested] kilo lab   [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

Deliver [Confidential Treatment               [Confidential Treatment Requested]
Requested] with [Confidential Treatment       [Confidential Treatment Requested]
Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
or [Confidential Treatment Requested]         [Confidential Treatment Requested]
kilo lab

[Confidential Treatment Requested]
[Confidential Treatment Requested]
[Confidential Treatment Requested]


<PAGE>

Attachment A4                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]


Intellectual property from outside of the Royalty Project to be made available:

Ciba:                         (to be confirmed)

CCD:                          (to be confirmed)

Third party:                  (to be confirmed)


MANAGEMENT

PROJECT MANAGEMENT MEETINGS TWICE A YEAR.

TECHNOLOGY TRANSFER CRITERIA  (ARTICLE 5.1)

1.  SPECIFICATIONS
------------------

All analytes:   According to [Confidential Treatment Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

[Confidential Treatment Requested]            [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]
                                              [Confidential Treatment Requested]

Response time:                                [Confidential Treatment Requested]


2.  PROTOCOLS:
--------------

[Confidential Treatment Requested] performance testing in Basel will be done on
[Confidential Treatment Requested] system or the [Confidential Treatment
Requested] system in a [Confidential Treatment Requested] mode with
[Confidential Treatment Requested] sample solutions, QC materials from the
[Confidential Treatment Requested], according to [Confidential Treatment
Requested] protocol provided by CCD.  All tests to be performed at [Confidential
Treatment Requested] on equilibrated [Confidential Treatment Requested] samples
will be tested as a challenge but not to demonstrate the specifications.  The
initial response of the [Confidential Treatment Requested] will be investigated
and documented.


<PAGE>

Attachment A4                  Confidential                           Page
(Royalty Project Agreement)         [Confidential Treatment Requested]
                                    for[Confidential Treatment Requested]


3.  DOCUMENTATION:
------------------

Performance will be demonstrated using the assays and specifications listed
above.  Sufficient data will be compiled to allow an assessment of consistency.

Sufficient documentation will be prepared to allow a skilled CCD technician to
run the system and to reproduce the assays. Documentation will include the
accumulated experience about common failure modes and reliability problems
(including the stability of compounds, if tested) encountered during the
research phase as related to instrumentation and [Confidential Treatment
Requested] chemistry.

A materials list including the supplier, the purity and the available analysis
results will be provided for the critical materials of [Confidential Treatment
Requested] and [Confidential Treatment Requested] synthesis.


<PAGE>

Ciba-Geigy/Ciba Corning Royalty Projects                            3. Jan. 96
Attachment B


EXIT FEES AND ROYALTIES
(All numbers in MM CHF)

<TABLE>
<CAPTION>

<S>                                     <C>            <C>              <C>            <C>             <C>    

PROJECT OR APPLICATION                                 FEES                                            ROYALTY RATE *
----------------------                                 ----                                            --------------

                                        Refer to       Strategic        Technical       License        Exclusive
                                        Attachment     Failure Fee      Failure Fee     Maintenance    License

[Confidential Treatment Requested]         A4          [Confidential    [Confidential   [Confidential  [Confidential
Systems for [Confidential Treatment                    Treatment        Treatment       Treatment      Treatment
Requested]                                             Requested]       Requested]      Requested]     Requested]

[Confidential Treatment Requested] for     A1          [Confidential    [Confidential   [Confidential  [Confidential
                                                       Treatment        Treatment       Treatment      Treatment
                                                       Requested]       Requested]      Requested]     Requested]

[Confidential Treatment Requested] for     A2          [Confidential    [Confidential   [Confidential  [Confidential
                                                       Treatment        Treatment       Treatment      Treatment
                                                       Requested]       Requested]      Requested]     Requested]

[Confidential Treatment Requested] for     A3          [Confidential    [Confidential   [Confidential  [Confidential
                                                       Treatment        Treatment       Treatment      Treatment
                                                       Requested]       Requested]      Requested]     Requested]


*   For products that are within the scope of a patent issued in any Designated
    Country but that are sold in countries where patents are pending or are not
    filed, the royalty rate shall be [Confidential Treatment Requested] of the
    rate specified in the table.


Approved by:


______________________________                   _______________________________
SVP, R&D, CCD                                    Head CRU, Ciba


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